An atmospheric-correction method which uses cloud-shaded pixels together with pixels in a neighboring region of similar optical properties is described. This cloud-shadow method uses the difference between the total radiance values observed at the sensor for these two regions, thus removing the nearly identical atmospheric radiance contributions to the two signals (e.g. path radiance and Fresnel-reflected skylight). What remains is largely due to solar photons backscattered from beneath the sea to dominate the residual signal. Normalization by the direct solar irradiance reaching the sea surface and correction for some second-order effects provides the remote-sensing reflectance of the ocean at the location of the neighbor region, providing a known 'ground target' spectrum for use in testing the calibration of the sensor. A similar approach may be useful for land targets if horizontal homogeneity of scene reflectance exists about the shadow. Monte Carlo calculations have been used to correct for adjacency effects and to estimate the differences in the skylight reaching the shadowed and neighbor pixels.